“People ask me, ‘Do you like this movie?’ And as a disinterested, objective filmgoer who had nothing to do with it, I’d say it’s a good movie. I’d recommend it to my friends. But as a screenwriter, I think it’s crippled.” —Screenwriter Lem Dobbs, commentary track for The Limey

The Criterion Collection introduced and developed the idea of a commentary track way back in the mid-’80s, when the emerging laserdisc technology allowed for multiple audio tracks to run concurrently on the same disc. Now, of course, they’re de rigueur: It’s rare to find a DVD that doesn’t have a commentary track among its special features, even for a movie that one might call “damned.” With virtually every studio imitating Criterion, the commentary track should be evolving over time to better meet consumer demand, but in fact, the opposite is true. Customers seem to demand special features, but they aren’t necessarily interested in watching them, and DVD producers have responded by loading down discs with goodies without refining the ideas behind them. In the process, the art of the commentary track has been lost.

The hallmark of Criterion commentaries—which remain the industry standard after all these years—is that they’re informative, engaging, and tightly edited, with minimal dead space between thoughts and observations. Ninety-five percent of other commentaries are content just to cram a bunch of filmmakers into a studio with a monitor and have them yak away for two hours without much of a game plan. This only works for filmmakers who happen to be good talkers—Paul Verhoeven, Joss Whedon, and Martin Scorsese immediately leap to mind—but the results are usually fatally dull; commentaries seem to be the one place where entertainers seem to have no interest in engaging their audience. Some filmmakers, like David Lynch or Woody Allen, simply refuse to do commentaries, because they’d rather let their movies speak for themselves. And that’s legitimate. What bothers me are the commentators who seem to be doing it out of obligation and bring nothing to the table—no amusing production anecdotes, and no attempt to dig into the film’s themes or the mysteries of the process.

Steven Soderbergh is an exception. He’s happy to talk about his work, he’s extremely articulate about it, and he’s embraced the commentary track from the beginning, not only with smart and occasionally innovative work on his own films—he interviews himself in the commentary on Criterion’s Schizopolis disc—but via guest appearances on other directors’ tracks, including with Mike Nichols on The Graduate and Catch-22, James Gray on The Yards, Neil LaBute on In The Company Of Men, and John Boorman on Point Blank. As he told me in our interview back in January, “the key is to never do them alone.” Soderbergh typically invites the screenwriter or a guest interviewer into the booth with him, leading to a back-and-forth that’s more Truffaut/Hitchcock than the typical free-for-all clusterfuck.

But even by his high standards, Soderbergh’s commentary with screenwriter Lem Dobbs on 1999’s The Limey is something special, a heated feature-length argument that couldn’t be further from the ego-stroking sycophancy of most tracks. It’s a case study in what happens to a script after it’s run through the sausage factory of production; even with a sympathetic director at the helm—Soderbergh championed Dobbs’ script for Kafka before making it his second feature, and the two remain friends—the writer will always get the shaft in the end. That’s why writers tend to be miserable cranks, and Dobbs is as cranky as they come; for his part, Soderbergh is magnanimous enough to take his licks and give a little back in return. Here’s Dobbs near the beginning of the commentary, setting the tone:

“I’ll say, in your defense and mine, that screenwriting is a hopeless profession. My God, if Robert Towne can complain about Chinatown to this day, what do you want? Didn’t I fax you that interview with [writer] Alain Robbe-Grillet complaining about Last Year At Marienbad? [Director] Alain Resnais just totally fucked it up, Delphine Seyrig was completely wrong, ruined the whole movie. So if the screenwriters of Last Year At Marienbad and Chinatown can complain about what directors did, then what do you expect?”

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From that opening salvo, Dobbs and Soderbergh scrap pointedly about The Limey’s evolution from a violent B-movie written by a 19-year-old (“the stupid version,” Dobbs calls it) to a shooting script with richer backstories and character detail to the stripped-down, achronological, semi-experimental daylight noir that Soderbergh created. At bottom, Dobbs respects the choices that Soderbergh made, and the two have fun teasing each other over issues minor and major, but the discord is genuine, too. Dobbs snipes at critics (like “that motherfucker in Variety”) who failed to give him credit where it was due, challenges Soderbergh over the ruthless pruning of his script, and even laments scenes that were filmed exactly as written, but didn’t come out like he’d imagined. At a certain point, Soderbergh can only sigh and ask, “When are you going to direct?”

The main issue is Soderbergh’s decision to focus heavily on Terence Stamp as a British ex-con who flies to Los Angeles after learning of the dubious circumstances surrounding his estranged daughter’s death. There’s a sizable supporting cast around him: Peter Fonda as the slimy music-business hotshot likely responsible for the girl’s murder, Luis Guzmán as another ex-con who tips Stamp off and becomes his partner in revenge, Lesley Ann Warren as an aging actress and voice coach who knew Stamp’s daughter, and Barry Newman as Fonda’s shrewd security consultant. Soderbergh sketches them all vividly, but save for Stamp, they’re limited to just that—sketches. Fresh off his triumphant studio thriller Out Of Sight, Soderbergh pushed that film’s fractured style more aggressively this time out, emulating the feel of late-‘60s/early-‘70s classics like Point Blank, Petulia, The Long Goodbye, and Fonda’s trippy Western The Hired Hand.

Soderbergh doesn’t think The Limey would work as a straightforward revenge flick, and he’s right, but his layered, elliptical approach to the material meant cutting Dobbs’ screenplay to the bone. (Hence Dobbs’ irritation over the Variety review, which blames him for the “slim, underdeveloped script.”) Soderbergh wanted to hone in on Stamp’s relationship with his daughter, which visibly registers on the actor’s face—that single-minded instinct to avenge her death, the pangs of guilt and remorse over not being a part of her life, and finally, the sad realization that he’s as responsible as Fonda for her demise. It’s a smart angle to take, but it also involved excising a wealth of human detail that Dobbs thought essential, including a major scene where Fonda heads up to his ex-wife’s house in Big Sur to hide out. Another aging icon, Ann-Margret, was brought in to play the ex-wife, but the scene wound up on the cutting-room floor. Dobbs isn’t happy about it:

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Soderbergh’s funny rejoinder about Dobbs “missing” the deleted scene (“I’ll send it to you”) is his favorite way of playing defense throughout the commentary, but the great thing about Soderbergh—the wonkiest of wonky directors—is that he enjoys the intellectual calisthenics of sparring with a tough opponent like Dobbs. And as feisty as he is, Dobbs seems to be having a blast, too. From their exchanges come some keen insights into what happens to scripts when they’re recast through a director’s sensibility, transformed by the actors, and altered by the vast accumulation of decisions made during production and in the editing room. Soderbergh likens it to a grade-school game of “telephone,” where one kid whispers a thought to the next kid in a group, and by the time the message circles around the room, it’s been changed completely. It may be going too far to refer to the screenplay as merely the “blueprint” for a film; after all, the writer is responsible for creating the characters, the story, and a wealth of incidental detail in the margins. But the movie Dobbs imagined—with its emphasis on family ties and connections, and more fully explicated characters across the board—isn’t the movie Soderbergh decided to make. Ironically, one brilliant sequence that did survive the transition completely unchanged was an offscreen shootout that critics widely attributed to Soderbergh! Here’s Dobbs again:

The commentary is full of animated outbursts like that from Dobbs, who gives voice to the multitude of disgruntled writers who aren’t acknowledged for their contributions, are wrongly blamed for decisions they didn’t make, and generally get disrespected in favor of the vaunted auteur. (“Now we know why the Writers Guild is always going on strike,” jokes Soderbergh. “They’re filled with people like Lem.”) And yet, over the course of the commentary, it becomes clearer why films are talked about in terms of their directors instead of their writers. It wouldn’t be accurate to say that Soderbergh was at war with this material; Dobbs is a writer he clearly respects, and had worked with before on Kafka. But the decisions made in the production and post-production phases were Soderbergh’s alone, and those decisions (the use of repetition and overlapping time frames, the focus on Stamp’s relationship with his daughter, and even something as minor as where to place a framed photo in a hallway) resulted in a much different film than Dobbs imagined. Here’s what Soderbergh had to say about it from our interview:

"You know, there are problems with my movies. It's not like he's imagining things. But I think our tastes are a little different, and I think… it's not an excuse, but I keep telling him, "You need to go make a movie. Because you will then either have a lot more or a lot less respect for what I do, because right now, you have the best of all worlds. You just get to sit back and take shots at me from the roof of a building, while I'm down in the courtyard."

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The lesson to take away from the Limey commentary is this: When a director and a writer have competing visions for a film, the writer always loses. And when a director and a writer have compatible visions for a film, the writer still loses, because two people are never going to imagine a movie in precisely the same way. As Dobbs admits upfront, it’s “a hopeless profession,” but what makes The Limey commentary so fascinating—and as compelling as the movie itself, which is one of Soderbergh’s best—is that the push-and-pull of the process is right out there in the open, ready to be fought over. If only all filmmakers were so candid.